EX-10.2 3 a11720exv10w2.txt EXHIBIT 10.2 EXHIBIT 10.2 APPROVAL OF PRICING FOR FIRST TWO BETA UNITS AND AUTHORIZATION TO PROCEED The undersigned hereby confirm in writing the total price set forth below for the first two Beta units as described in the Specifications attached as Attachment A hereto. The undersigned acknowledge that this price is subject to adjustment due to change orders agreed to by the parties subsequent to June 28, 2005. FemtoTrace hereby authorizes JMAR to proceed with the manufacture of the Beta-1 and Beta-2 Units in accordance with the approved Specifications, with such changes as are approved hereafter by the parties. The following reflects the pricing and estimated costs for the two Beta units as of June 28, 2005. JMAR will make adjustments to the total price if and to the extent that the change orders were not authorized in accordance with the March 2003 Agreement. APPROVED PRICING FOR FIRST TWO BETA UNITS
FIRST TWO BETAS DESCRIPTION (EX. B-1 PRICING) ----------- ----------------- Labor Hours 3,968.7 Labor $ 138,905 Labor Burden 26,239 Overhead 262,760 Material 93,000 NRE 24,400 ODC 5,000 Consultants 63,000 G&A 251,209 ---------- Total Cost 864,513 Cost Absorption (one-time) (157,341) ---------- Subtotal 707,172 * Engineering Change Orders $ 53,334 ---------- Total including ECOs (as of June 28, 2005) $ 760,506 ==========
* ECOs include $11,132 in materials for two units, plus associated G&A
Labor Rate $35.00
Rates (per March 2003 Agreement):
Burden 18.89% OH 159.11% G&A 40.96%
NOTE: THIS ESTIMATE DOES NOT INCLUDE COSTS FOR LABOR AND MATERIAL FOR THE FOLLOWING ITEMS: - SIM/Calibrant - READ Optics - Mini Pre-concentrator - Hiden probe and RF Head - Vacuum Chamber Flange - Subsequent Engineering Change Orders approved in writing by FemtoTrace and JMAR NOTE: THE PRICE SHALL BE ADJUSTED BY THE EXISTING CHANGE ORDER PROCESS TO REFLECT ANY COST REDUCTIONS RESULTING FROM THE PERFORMANCE OF WORK BY NORTHROP GRUMMAN OR ANY OUTSIDE CONTRACTORS HIRED BY OR THROUGH NORTHROP GRUMMAN WHICH IS IN SUBSTITUTION FOR JMAR WORK THAT IS INCLUDED IN THE FOREGOING PRICING. SUCH CHANGES SHALL BE PROMPTLY COMMUNICATED TO FEMTOTRACE. ALL PRICING CHANGES ARE SUBJECT TO AUDIT AT FEMTOTRACE'S REQUEST. Dated: June 28, 2005 Agreed: By: /s/ Jack L. Herz -------------------- Jack L. Herz, President & CEO FEMTOTRACE, INC. By: /s/ Ronald A. Walrod -------------------- Ronald A. Walrod, President & CEO JMAR Technologies, Inc. SPECIFICATIONS (ATTACHED) THE SPECIFICATIONS ARE AS PER THE TELECONFERENCE CDR OF TUESDAY JUNE 28,2005, AS ISSUED PRIOR TO THIS MEETING, AND SUBSEQUENTLY AMENDED PURSUANT TO THIS MEETING BY JAMIE GRAVELIN. PURCHASE ORDER NO. E-0505 JULY 27, 2005 [FEMTOTRACE LOGO] FEMTOTRACE, INC. EAST COAST OFFICE, 35 NOVEMBER TRAIL, WESTON, CT 06883 TEL: (203) 226-0804, FAX: (203) 226-2760 TO: JMAR TECHNOLOGIES, INC. FROM: 5800 ARMADA DRIVE FEMTOTRACE, INC. CARLSBAD, CA 92008 35 NOVEMBER TRAIL WESTON, CT 06883 TEL: (760) 602-3292 BUYER: JACK L. HERZ, (203) 226-0804 FAX: (760) 602-3299 E-MAIL: ***@***
DELIVER TO ADDRESS: FemtoTrace, Inc. 3670 West Temple Ave. #2400 Pomona, CA 91768 ATTENTION Dr. Ara Chutjian
DATE REQUIRED F.O.B. SHIPPING METHOD TERMS DATE - -------------------------------------- ----------------- --------------- ------------ --------- Ship: Not later than December 15, 2005 S. Burlington, VT Air Freight 30 days, net 7/27/2005
AS PER PROFORMA DESCRIPTION INVOICE UNIT PRICE QUANTITY PRICE, U.S. DOLLARS ------------------------ ------------ -------- ------------------- Third Beta READ (designated as EM-2) is for and E-mails from J. $ 151,162.00 1 $ 151,162.00 delivery to Consolidated Edison of New York, Martinez (7-1-05) and T. Inc. Hall (7-21-05) There will be no additional price increases This Purchase Order is unless FemtoTrace requests a change in pursuant to the specifications from those agreed to at the CDR successful delivery of of June 27, 2005, and such additional the first two beta READ specification and price changes are agreed to units as per the in writing by FemtoTrace. contract between FemtoTrace and JMAR of March 18, 2003. TOTAL $ 151,162.00 ----- ------------
SUBMITTED BY JACK L. HERZ PRESIDENT & CEO AUTHORIZED SIGNATURE /s/ JACK L. HERZ
